Clause 1 – Definitions
As used herein: “Seller” means Sentech Inc, 2425 Maryland Rd, Willow Grove,Pennsylvania 19090. “Buyer” means the party purchasing Product(s) from the Seller. “Product” means all articles, materials, work or services offered by the Seller and described in the accompanying quotation, acknowledgement, invoice, or other Seller form. “Order” means any purchase Order or contract issued by the Buyer for Products provided by the Seller. “Terms and Conditions” means these GeneralTerms and Conditions of Sale.
Clause 2 – Governing Terms; Acceptance of Terms and Conditions
All purchases of Products by Buyer fromSeller will be governed exclusively by these Terms and Conditions. Any conflicting terms contained in a discussion or another document (including but not limited to an Order) shall not apply unless mutually agreed to and confirmed in writing. If these Terms and Conditions are provided with any quote, proposal, or other offer to sell by Seller, Buyer’s acceptance of such offer is hereby expressly limited to these Terms and Conditions. Seller objects to any additional or differing terms contained in any acceptance of such offers. Issuance of an Order for any Product oracceptance of or payment for any Product by Buyer constitutes Buyer’s unqualified acceptance of these Terms and Conditions.
The quotation and any resulting Order shall be the exclusive agreement between the parties for the Product, subject to these Terms and Conditions. Any of the following constitute Buyer’s unqualified acceptance of the Terms andConditions:
The quotation and any resulting Ordershall be the exclusive agreement between the parties for the Product, subjectto these Terms and Conditions. Any ofthe following constitute Buyer’s unqualified acceptance of the Terms andConditions:
(a) issuanceor assignment of an Order for the Product;
(a) issuanceor assignment of an Order for the Product;
(b) acceptanceof any Products under the Order; or
(b) acceptanceof any Products under the Order; or
(c) paymentfor any or all of the Products under the Order.
(c) paymentfor any or all of the Products under the Order.
Additional or different terms orconditions proposed by the Buyer shall be void and of no effect unless acceptedin writing by the Seller’s authorized representative. No change in, modification of, or revision tothese Terms and Conditions shall be valid unless in writing and signed by anauthorized representative of Seller.
Additional or different terms orconditions proposed by the Buyer shall be void and of no effect unless acceptedin writing by the Seller’s authorized representative. No change in, modification of, or revision tothese Terms and Conditions shall be valid unless in writing and signed by anauthorized representative of Seller.
Clause 3 – Delivery, Payment Terms and Prices
Deliveries shall be FCA as per Incoterms 2000, Willow Grove, Pennsylvania either freightcollect, on the Buyer’s account or prepaid by the Buyer. Delivery times are set forth in the Seller’sapplicable quotation or acknowledgment. ARO time periods commence only upon receipt of Order at Seller’sfacilities. All delivery times areapproximate only and are given to the best of Seller’s knowledge based onconditions existing at the time of quoting, but are not guaranteed. Failure to make shipment as scheduled doesnot constitute a cause for cancellation or for damages of any nature. All sales are net thirty (30) days from thedate of invoice, unless Seller in its sole discretion requires payment inadvance or upon delivery. Payment shall be made in United States currency inaccordance with specific instructions contained in the invoice. Late paymentswill accrue interest on the outstanding balance at the rate of 1.5% per monthor the maximum rate allowed by law, whichever is less. In the event of a failure by Buyer to pay aninvoice in accordance with the terms hereof, Seller shall have the right to withholdshipment under the applicable Order or any other Order.
Prices quoted by Seller apply only ifthe quantity of Product ordered is released within twelve (12) months anddeliveries made to Buyer within twelve (12) months of Seller’s receipt ofBuyer’s Order. Otherwise, Seller mayterminate this Order by written notice to Buyer. Buyer shall be responsible for immediatepayment of all costs incurred by Seller in connection with said termination, aswell as cancellation charges and a reasonable profit thereon.
Prices quoted by Seller apply only ifthe quantity of Product ordered is released within twelve (12) months anddeliveries made to Buyer within twelve (12) months of Seller’s receipt ofBuyer’s Order. Otherwise, Seller mayterminate this Order by written notice to Buyer. Buyer shall be responsible for immediatepayment of all costs incurred by Seller in connection with said termination, aswell as cancellation charges and a reasonable profit thereon.
Clause 4 – Shipment
Title to all purchased material and riskof loss therefore is passed from Seller to Buyer at the time of shipment fromSeller’s facility. Unless otherwiseagreed upon in writing, all purchased material will be shipped uninsured. Seller may request partial shipment andinvoice therefore.
Clause 5 – Delays
Seller shall not be liable for delay indelivery or for failure to manufacture due to force majeure or causes beyondits reasonable control, including but not limited to acts of God, acts ofgovernment, acts of civil or military authority, acts of Buyer, application ofU.S. Government priorities, Government delays in granting export licenses,fires, strikes, floods, war, terrorism, riot or civil commotion, delays intransportation, or difficulty in obtaining necessary labor or materials. In the event of any such delay, date ofdelivery shall be extended for a period of time equal to that lost by reason ofthe delay.
Clause 6 – Changes
Once an Order has been accepted or acknowledged by Seller, Buyer may not make any changes to said Order (includingwithout limitation changes in quantity, type of Products ordered, designs orspecifications, method of shipment or packaging, or time or place of delivery)without the Seller’s written consent, which may be withheld at Seller’s solediscretion. Notwithstanding theforegoing, in no event shall Seller consent to any changes (a) requested withinninety (90) days of the scheduled delivery date, or (b) to Orders for custom ormade-to-order Products.
If any permitted change causes anincrease or decrease in the cost and or the time required for the performanceof the Order, an equitable adjustment shall be made in the price or deliveryschedule, or both, and the Order shall be modified in writing accordingly. Any claim by the Seller for adjustment underthis article will be made in writing within thirty (30) days from the date theSeller becomes aware of the change.
If any permitted change causes anincrease or decrease in the cost and or the time required for the performanceof the Order, an equitable adjustment shall be made in the price or deliveryschedule, or both, and the Order shall be modified in writing accordingly. Any claim by the Seller for adjustment underthis article will be made in writing within thirty (30) days from the date theSeller becomes aware of the change.
Claims for price adjustment based onquantity discounts in lieu of costs shall not be denied when such claims arefor Products which have been sold as commercial items or which are based onoff-the-shelf commercial items. If Buyerrequests large quantity pricing and initially orders below the quantity, Buyerwill then purchase the smaller quantity at the pricing specified for thesmaller quantity, and the Order shall be modified in writing accordingly.
Claims for price adjustment based onquantity discounts in lieu of costs shall not be denied when such claims arefor Products which have been sold as commercial items or which are based onoff-the-shelf commercial items. If Buyerrequests large quantity pricing and initially orders below the quantity, Buyerwill then purchase the smaller quantity at the pricing specified for thesmaller quantity, and the Order shall be modified in writing accordingly.
Clause 7 – Inspection and Acceptance
Any review of items that are subject tocustomer source inspection shall be limited to final test data on anon-interference basis. Productsdelivered to Buyer will be deemed finally inspected and accepted by Buyerunless Buyer provides Seller a written notice of rejection within five (5) daysafter the date of delivery.
Clause 8 – Tooling and Designs
All tooling, molds, fixtures,specifications, drawings, designs, data, information, methods, patterns,descriptions, programs, software, ideas and/or inventions made, used,conceived, developed or acquired by Seller incidental to it’s performancehereunder and all patent, trade-secret, know-how, copyright or otherproprietary rights therein, shall be the exclusive property of Seller and nopart of the purchase price hereunder shall be deemed applicable to theforegoing items.
Clause 9 – Security Interest
eller shall retain a security interestin the goods (and/or replacements) delivered hereunder and in the proceeds fromthe sale or disposition thereof, until Buyer has made payment in full for suchgoods. Buyer shall, upon request by Seller,execute all documents (such as UCC-1 Financing Statements) necessary to perfectsuch security interest. Seller has theright, upon demand, to repossess goods delivered hereunder if Buyer fails tomake timely payment.
Clause 10 –Taxes
Prices do not include sales or excisetax, VAT, duties or other governmental charges resulting from this transactionor the manufacture, sale, ownership, possession, or use of the Products, all ofwhich must be paid by Buyer unless Buyer is in possession of a tax exemptioncertificate acceptable to the taxing authorities.
Clause 11 – Warranty
Seller warrants that the Products willbe free from defects in material and workmanship and conform substantially toSeller’s applicable specifications (or other specifications mutually agreed toby the parties in writing) for a period of one (1) year from the date ofdelivery (“Warranty Period”), when operated under normal conditions and inaccordance with their applicable specifications. For any breach of this warranty, Seller will,at its option and expense and as it’s sole obligation, and as Buyer’s exclusiveremedy, repair or replace, any defective Product returned to Seller during theWarranty Period or, at Seller's option, refund the amount paid by the Buyer forthe defective Product, provided that an examination by Seller discloses toSeller’s reasonable satisfaction that a defect is covered by thiswarranty. This warranty does not applyto any Products that have been:
(a) subjectto misuse, neglect, or abuse,
(a) subjectto misuse, neglect, or abuse,
(b) improperlyinstalled or maintained, or
(b) improperlyinstalled or maintained, or
(c) repairedor altered by anyone other than Seller.
If a Product does not conform to theforegoing warranty, it may be returned to Seller only if Buyer obtains Seller’sreturn material authorization (“RMA”). All such Product returned to Seller must be separately packaged, freightprepaid, and marked to as to clearly identify the shipment. Shipping charges shall be paid by Seller onlyif the Products returned are determined by Seller to be defective. If Seller determines that such returnedProducts are not defective, all shipping charges shall be paid by Buyer. In no event shall Seller be responsible fordamage to or malfunction of interface of associated equipment or for costs ofpacking, inspection, labor charges or any other related costs in connectionwith returned Products. Failure toadequately identify particular shipments, or to prepay freight, or thecommingling of nonconforming Products from more than one shipment, or thefailure to advise Seller of the possible breach of warranty within one (a) yearof the date of delivery of the Product to Buyer, shall terminate any and all ofSeller’s obligations with regard to the Products.
The warranty period for Productsrepaired or replaced under this warranty shall be limited to the componentsrepaired or replaced and shall run for a period of one hundred and eighty (180)days from the date of delivery or the balance of the original one (1) yearWarranty Period (excluding the time the Products were out of service and inSeller’s plant), whichever is longer. EXCEPT AS STATED IN THIS SECTION, SELLER MAKES NO WARRANTIES, EXPRESS ORIMPLIED, WITH RESPECT TO THE PRODUCTS AND SPECIFICALLY DISCLAIMS ANY IMPLIEDWARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,NONINFRINGEMENT OR OF ANY OTHER KIND.
Clause12 – Intellectual Property Rights
Seller retains all intellectual propertyrights in the Products and any technical data provided to Buyer. No license, express or implied, in suchproperty rights or data is granted under these Terms and Conditions.
Clause13 – Export Compliance
1.1 General. All shipments hereundershall at all times be subject to the export control laws and regulations of theUnited States and any amendments thereto. Buyer agrees that it shall not makeany disposition of U.S. origin Products purchased from Seller, by way oftransshipment, re-export, diversion or otherwise, other than in and to theultimate country of destination specified on this Order or declared as thecountry of ultimate destination on Seller´s invoices, except as said laws and regulationsmay otherwise expressly permit.
1.2 Authorization to Export. Except incases where Seller acts as the direct exporter, Buyer is responsible forobtaining any required license(s) or other governmental authorization necessaryto export, re-export, or transfer the Products or related technical data(hereinafter "Export Authorization"). Notwithstanding the foregoing,Seller reserves the right, at its sole discretion, to seek such ExportAuthorization on behalf of the Buyer. If Seller elects to seek such ExportAuthorization on behalf of the Buyer, it will be based upon mutual agreementbetween Seller and Buyer, which may include payment of appropriate additionalfees or other requirements associated with obtaining necessary ExportAuthorizations.
Buyer agrees to provide to Seller thenecessary end-user statements and all other information required in order toobtain Export Authorization. Seller shall not be liable if any ExportAuthorization is delayed, denied, revoked, restricted or not renewed, in whichevent Buyer´s sole and exclusive remedy shall be a refund of any payments whichBuyer has made for the Products minus any and all costs Seller incurred inmanufacturing the Products. Seller shall have the right to determine in itssole discretion whether Export Authorization is required.
1.3 Anti-boycott Compliance. Buyer willnot request of Seller information or documentation where the purpose of suchrequest is to support, give effect to or comply with a boycott of any countryin contravention of the laws or policies of the United States, including butnot limited to the Arab League boycott of Israel. Seller hereby rejects anysuch request by Buyer and will report receipt of any such request to theappropriate U.S. government office, as required by law.
1.4 Anti-Corruption and Anti-BriberyCompliance. In relation to any transaction involving Products that are thesubject of any Order between Seller and Buyer or any technology relatedthereto, Buyer shall not seek to obtain or retain business or gain any otheradvantage by making or offering to make any payment of money or by providing oroffering to provide anything of value, directly or indirectly, to any officialor employee of any governmental authority or instrumentality, or of a public internationalorganization, or of any agency or subdivision thereof, or to any politicalparty or official thereof or to any candidate for political office with theintent that such official or person will perform their responsibilitiesimproperly or to secure any improper advantage. Buyer warrants that it willcomply with the anticorruption and anti-bribery laws and regulations of anycountry having jurisdiction over Buyer or the transaction involving theProducts that are the subject of this Order, or any technology related thereto,including without limitation the U.S. Foreign Corrupt Practices Act and anyregulations issued thereunder.
1.5 Non-Compliance. In the event thatSeller determines, in its sole reasonable discretion, that any complianceprovision above has or may have been breached, Buyer shall cooperate fully withSeller's investigation of, and any actions taken by Seller to remedy, saidnoncompliance. Seller shall not be obligated to sell or provide the affectedProducts or technology or take any other action in furtherance of anytransaction or agreement to do so while any such investigation is pending, andsuch suspension or forbearance by Seller shall not constitute breach of anyobligation in respect of the transaction to which this Order applies orotherwise.
1I).6 Indemnity. Buyer shall defend,indemnify and hold Seller harmless from and against any losses, costs,liabilities, claims, demands or expenses (including without limitationattorneys' and other professional fees, court costs, and settlement costs)arising from or relating to the failure of Buyer, its officers, employees,agents, suppliers, or subcontractors at any tier, to perform any of itsobligations under this Section 1 or to otherwise comply with any applicableexport control law or regulation.
Clause14 – Excluded Parties
Buyer shall immediately notify Seller ifit is or becomes listed on any Excluded or Denied Party List of an agency ofthe U.S. Government or its export privileges are denied, suspended or revoked.
Clause 15 – Government Contracts
If any purchase order indicates that thepurchase is being made for use under a U.S. Government Contract, any terms andconditions of such Government contract which are intended to be included hereinmust be set forth in a separate written document signed by an authorizedrepresentative of Seller in order to be binding. Only those terms and conditions which Selleragrees to in writing and are made mandatory by federal statute or regulationfor inclusion in fixed price supply contracts and subcontracts coveringstandard commercial proprietary items sold to the public at commercial pricesshall apply.
Clause 16 – Government Restricted Rights
The Products if software are “commercialitems,” as that term is defined at 48 C.F.R 2.101, consisting of “commercialcomputer software” and “commercial computer software documentation,” as suchterms are used in 48 C.F.R 12.212 and is provided to the U.S. Government onlyas a commercial end item.
Any technical data provided with anyProduct is commercial technical data as defined in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through12.212, 48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015,all U.S. Government End Users acquire the Products with only those rights setforth herein.
Any technical data provided with anyProduct is commercial technical data as defined in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through12.212, 48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015,all U.S. Government End Users acquire the Products with only those rights setforth herein.
Clause 17 – Federal Contract Provisions
If this Order is subject to FederalContract Provisions as may be required by law, Seller will accept the inclusionof those provisions, but only to the extent that the clauses are required, asdemonstrated by the Buyer’s representative and as confirmed by the Seller’sauthorized representative. Any suchprovisions that do not apply shall be self-deleting.
Clause 18 – Confidential Information of Seller
Any information provided to Buyer bySeller shall be deemed “Confidential Information” and shall remain the propertyof Seller. Confidential Information mayinclude, without limitation, Seller’strade secrets; financial information, including pricing; technical information,including research, development, procedures, algorithms, data, designs andknow-how; business information, including operations, planning, marketinginterests, and products; the existence of the Order or these Terms andConditions; any information designated as confidential in writing or identifiedas confidential at the time of disclosure if such disclosure is verbal orvisual; and any copies of the prior categories or excerpts included in othermaterials created by Buyer. Buyer agreesto comply with the terms of any Nondisclosure Agreement with Seller or a thirdparty which covers Seller’s Confidential Information, and to comply with allproprietary information markings and restrictive legends applied by Seller toanything provided hereunder to Buyer. Inthe event that no such Nondisclosure Agreement exists, the following termsshall apply: For a period of two (2)years following its receipt of Confidential Information, Buyer shall use thesame means it uses to protect its own confidential and proprietary information,but in any event not less than reasonable means, to prevent the disclosure andto protect the confidentiality of the Confidential Information. Buyer shall not disclose the ConfidentialInformation without the prior written consent of Seller. This provision shall not apply toConfidential Information which is (a) already known by Buyer without anobligation of confidentiality, (b) publicly known or becomes publicly knownthrough no unauthorized act of Buyer, (c) rightfully received from a thirdparty (other than an affiliate or customer of Seller) without an obligation ofconfidentiality, (d) approved by Seller in writing for disclosure, or (e)required to be disclosed pursuant to a requirement of a governmental agency orlaw so long as Buyer provides Seller with timely prior written notice of suchrequirement.
Clause19 – Limitation of Liability
IN NO EVENT SHALL SELLER BE LIABLE TOBUYER OR ANY THIRD PARTY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ORFOR LOST PROFITS OR LOSS OF USE OR DAMAGE TO ASSOCIATED EQUIPMENT, REGARDLESSOF THE THEORY OF LIABILITY RESULTING FROM ANY DEFECT ARISING FROM ANY PRODUCT,OR FROM ANY BREACH OF CONTRACT (EVEN IF SELLER HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES). SELLER’STOTAL CUMULATIVE LIABILITY UNDER THIS CONTRACT FOR ANY DAMAGES TO BUYER OR ANYTHIRD PARTY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED BUYER’SPURCHASE PRICE FOR THE PRODUCT.
Clause20 – Termination
IEther party shall have the right toterminate an Order for cause as a result of the failure of the other party tocomply in any material way with the Order or these Terms and Conditions and toremedy such failure within thirty (30) calendar days after written notice ofsuch failure given by the non-defaulting party.
Clause21 – Governing Law and Venue
These Terms and Conditions will begoverned by and construed under Commonwealth of Pennsylvania law, withoutregard to the state’s conflict of laws principles. The United Nations Convention on Contractsfor the International Sale of Goods will not apply. Any legal action or proceeding relating tothese Terms and Conditions or the sale or delivery of any Product under theseTerms and Conditions must be brought in any state or federal court located in Commonwealthof Pennsylvania.
Clause22 – Arbitration
Any controversy or claim arising out of,in connection with, or relating to the agreement hereunder shall be resolved bybinding arbitration in Philadelphia, Commonwealth of Pennsylvania, pursuant tothe rules then pertaining of the American Arbitration Association.
Clause23 – General
All waivers must be in writing. Any waiver or failure to enforce any of theseTerms and Conditions on one occasion will not be deemed a waiver of any of theother Terms and Conditions on any other occasion. These Terms and Conditions constitute theentire agreement between the parties regarding the subject matter hereof andsupersede all prior or simultaneous agreements, understandings, andcommunication, whether written or oral.
Except as required by law, no publicrelease of any information, or confirmation or denial of same, with respect tothis Order or the subject matter hereof, shall be made by Buyer without theprior written approval of Seller’s authorized representative.
Buyer shall not publish, distribute, oruse any information developed under or about the existence of this Order orthese Terms and Conditions, or use the Seller’s name (or the name of anydivision, affiliate, or subsidiary thereof), logo, trademark, service mark, ortrade dress for the purpose of advertising, making a news release, creating abusiness reference, creating website content or to endorse products or serviceswithout prior written approval of Seller.
If any provision of this Order or theTerms and Conditions is or becomes void or unenforceable by force or operationof law, all other provisions shall remain valid and enforceable.
These Terms and Conditions shall bebinding on the parties and their respective successors in interest. Buyer shall have no right to assign theseTerms and Conditions or the Order without Seller’s prior written consent.
Additional or differing terms and/orconditions proposed by Buyer or included in Buyer’s Order, are hereby objectedto by Seller and have no effect unless expressly accepted in writing bySeller. By placing its Order, Buyeraccepts this provision along with these Terms and Conditions.
